Each one in plain English, with the numbers worked through for a shareholder.
8 Aug 2011business combination● Neutral
The company filed Amendment No. 2 to its S-4 for the TGC merger. The terms shown are unchanged (0.188 Dawson shares per TGC share, about 68%/32% ownership split), the meeting dates are still blank, and the S-4 is still not declared effective.
The company filed Amendment No. 1 to its S-4 for the TGC merger. The deal terms are unchanged (0.188 Dawson shares per TGC share, about 68%/32% ownership split after closing) and the shareholder meeting dates are still blank. It is a further step in the merger process, not a new development.
On June 30, 2011 the company added a term loan to its Western National Bank facility and borrowed the full $16,426,680.06 to buy 14,850 OYO GSR single-channel units it had been leasing; these are in use on two data acquisition crews. The loan is due June 30, 2014, secured by receivables, equipment and related collateral, and nothing was drawn on the $20.0 million revolver. This is the first debt actually drawn in the company's recent facility history and follows the earlier lease with a purchase option.
The company renewed its $20.0 million revolving credit line with Western National Bank (the one that was due to mature June 2, 2011), now running to June 2, 2013. The borrowing limit is unchanged and nothing was owed as of June 21, 2011; interest is Prime minus 0.75% for June, then 30-day LIBOR plus 2.25% or Prime minus 0.75%, with a 4% floor. This resolves the open question about the expiring facility.
The company filed its Form S-4 on June 10, 2011 to register up to 3,753,685 Dawson shares for TGC holders in the merger, a step the March merger agreement called for. After the merger, current Dawson shareholders would own about 68% and TGC shareholders about 32%. Both sets of shareholders still have to vote at special meetings, and the document is a preliminary draft with the meeting dates left blank.
On May 26, 2011 the U.S. Justice Department's Antitrust Division sent the company a 'second request' for more information on the pending TGC acquisition. This extends the antitrust waiting period until 30 days after the company has substantially complied, so the merger's timing is pushed back (an inference). The company says it is cooperating.
On March 20, 2011 the company agreed to acquire TGC Industries by merging a subsidiary into it, with TGC shareholders receiving 0.188 Dawson shares per TGC share (if Dawson's average price is between $32.54 and $52.54). It needs approval from both sets of shareholders (a majority of Dawson shares voting, 80% of TGC), antitrust clearance and other conditions. Two TGC directors, Wayne A. Whitener and Allen T. McInnes, are to join Dawson's board, and break fees of $2.35 million or $3.125 million apply in certain cases. Existing Dawson shareholders keep their shares, though new shares will be issued to TGC holders. The filing also covers new director and officer indemnification agreements.
On June 2, 2009 the company entered a new Western National Bank credit line of $20.0 million, down from the $40.0 million facility of 2008, subject to a borrowing base tied to accounts receivable. Nothing was borrowed at signing, interest has a 4% floor, and it matures June 2, 2011.
On June 2, 2008 the company replaced its Western National Bank credit line with a new one, doubling the borrowing limit to $40.0 million from $20.0 million. The $10.0 million already borrowed was carried over, the loan is secured by receivables and equipment, and it matures June 2, 2009. This continues the Western National Bank relationship begun in 2004.
Beddow Capital Management Incorporated reported a DAWSON OPERATING CO shareholding of 368,995 shares (4.80% of votes) in a periodic institutional filing.
Shareholders approved the 2006 Stock and Performance Incentive Plan at the January 23, 2007 annual meeting, allowing awards such as options, stock awards, cash awards, performance awards and appreciation rights to employees, consultants and non-employee directors. The filing also announced that first-quarter fiscal 2007 results would be released February 6, 2007, with a conference call that day. The filing gives no number of shares reserved for the plan, so the dilution effect isn't stated.
of the above person Bjurman, Barry & Associate, of the above person George Andrew Bjurman* ###, of the above person Owen Thomas Barry III* ### reported a DAWSON OPERATING CO shareholding of 310,700 shares (5.58% of votes) in a periodic institutional filing.
Rubicon Master Fund, Rubicon Fund Management Ltd., Rubicon Fund Management LLP, Paul Anthony Brewer, Jeffrey Eugene Brummette, William Francis Callanan, Vilas Gadkari, Robert Michael Greenshields, Horace Joseph Leitch III disclosed a new substantial DAWSON OPERATING CO shareholding (5.80% of votes).